Many K-8 preservice teachers have not experienced learning mathematics in a standards-based classroom. This article describes a mathematics content course designed to provide preservice teachers experiences in learning mathematics that will help build a solid foundation for a standards-based methods course. The content course focuses on developing preservice teachers' mathematical knowledge, as well as helping them realize what it means to learn mathematics that is taught using the pedagogy in the Principles and Standards for School Mathematics (National Council of Teachers of Mathematics, 2000). Furthermore, findings are presented from a study on this course that describe students' pre- and postcourse beliefs, attitudes, and perceptions of what it means to learn and teach mathematics. These findings provide evidence that the students in the study are beginning to understand what is meant by a standards-based classroom. Data were collected from surveys and interviews. Quotes from the students who aspire to be elementary teachers are used throughout the article to support the points.